buddy, there is a yahoo group on ntop that was formed when the bashing got so bad during the crash. i can't say what will happen because it hasn't worked itself down to where are options are undertaken. i think that happens or doesn't with the end of this current offer. if you want to access that group send me an email at carreraspyder@yahoo.com. at least you can see what others are thinking and contemplating. i would send you back a yahoo url, which accesses the group for you. when/if you wanted to stop, you sign out of the membership. there are people long ntop, idt, and both in the group.
that group could have been part of the class action and choose not to by and large at that time because it supported ntop -- but NOT and NEVER ntop as part of idt. those class actions were consolidated and settling. i don't believe any true long term shareholder was a plaintiff in any of those actions (5), consolidated into one action in a Delaware court.
in the group you can have emails sent to you from yahoo, or access them through accessing the group, or both. you can choose not to have your email address disclosed, which most people do. i do not.
idt really wants shares tendered. i am not sure how far they go in this two week period, but the deal is for the benefit of idt. they needed 13 million more shares tendered in the last $2.05 scenario and got almost 3 million. only if they get an additional 10 million (and they didn't increase the offer) can they take everyone's shares -- it would given them 90% and they can bypass everything (board of director approval and retail shareholder agreement, all that by Delaware law) -- except a valuation by a court in delaware. it's called a short form merger, and those shareholders who didn't tender, and filed with the court so the court knew who they were, could become parties to that. you would gave to file to preserve your rights and you can't have tendered -- but that would be laid out.
this time if you tender you cannot change your mind, and idt is picking up the shares.
under 85%, idt must get approval from the independent committee. that is where the lock is right now ... but idt can replace committee members, though it would take some time yet. that is a decision they haven't made as far as anyone can tell. i think you (i) have to see what they do when the have the next set of shares tendered -- these were shares where people have already voted no. what idt will get though is market maker shares where market makers bought anywhere under the offer. that is the source. idt is coming up against a wall. there are all sorts of ways, imo, where idt can make money off owning all of ntop ... and despite what it says in the offer, idt also says ntop has the best voip tech out there. telecoms including idt are and will lose to voip carriers ... idt had its own valuation of ntop done at the end of 2004, and it came to $2.83. all those rollous happened this year, and idt froze the share price to the offer, while making the offer at the low. that low happened because idt took control from liberty media at the end of 2004, and funds seeing that moved out. others moved in at lower prices.
that's sort of the chronology/scenario. imo, idt really wants ntop; and no one is sure how much resistance the independent committee really will put up ... as this goes forward. attorneys have been talked to, and i suspect more will be. it is possible the independent committee will finally make demands. that is where this is headed -- will they look for a way out, or will they say it's only fair to idt, and not retail shareholders, i.e., in the last response the committee said it could only say the offer was fair to idt, not retail, but then offered no comment.
while idt made a point of saying it thought it had 77% of shares, that was misleading. it has about 62% of the shares it needs to the 85%. i would have expected the independent committee to clarify that completely as part of its fiduciary responsibility, and it did not. |
